Specialisation: Corporate and securities law

Commercial trusts law

Module A [LWM06A]

The nature of commercial trusts

Equity, trusts and commercial expectations

The contractarian account of trusts

Unit trusts and other financial uses of trusts

The constitution of express trusts in commercial transactions

Module B [LWM06B]

Equitable devices used to take security in commercial contracts

Taking security in loan contracts

Equitable charges

Establishing title at common law and in equity

Example: collateralisation in financial transactions

Module C [LWM06C]

The recovery of property in commercial litigation

Breach of trust in commercial and investment transactions

Recovery of property in relation to terminated transactions

Personal liability to account of commercial intermediaries

Case study: the local authority swaps cases

Module D [LWM06D]

Investment of trust funds

The duty to invest under statute

The duty to invest in the case law

Principles of the law of finance

Issues with portfolio investment strategies

Sequence:
Module A first.

Textbooks:
Alastair Hudson, Equity and Trusts 5th ed (London: Routledge-Cavendish Publishing, 2007), ISBN: 9780415418478

Alastair Hudson, Understanding Equity and Trusts 3rd ed (London: Cavendish Publishing, 2008), ISBN: 9781859418871

Corporate finance and management issues in company law

Students are advised that the subject demands some previous knowledge of English law in general, and especially of the English law of contract and agency, and of trusts.

Module A [LWM09A]

Capital I

Introduction

Capital

Class rights

Module B [LWM09B]

Capital II

Raising capital: Shares

Raising capital: Debentures

Module C [LWM09C]

Corporate Management I

The management of the company

Directors' duties

Liquidation (in outline only)

Module D [LWM09D]

Corporate Management II

Management theory

Corporate governance

Sequence:
Module A first.

Textbooks:
Alan Dignam and John Lowry, Company Law 4th ed (Oxford: Oxford University Press, 2006), ISBN: 0199289360

Len Sealy and Sarah Wothington, Cases and Materials in Company Law 9th ed (Oxford: Oxford University Press, 2010), ISBN: 9780199576807

Paul L. Davies, Gower and Davies: The Principles of Modern Company Law 8th ed (London: Sweet & Maxwell, 2008), ISBN: 9780421949003

Corporate governance and compliance

Module A [ LWM80A ]

Governance – legal and regulatory framework

Introduction to corporate governance

-Corporate governance in the United Kingdom

-Corporate governance in the United States

Shareholders

Board of Directors

-Key principles and practicalities

-Composition and processes

Board committees

-International overview of board structures

Executives

Sarbanes-Oxley requirements

Listing requirements: how capital markets impose corporate governance requirements

Module B [ LWM80B ]

Compliance

Introduction to compliance

-Internal enforcement

-Whistleblowers

-Self-reporting

-Regulators

-Deferred prosecution agreements

Information systems: data privacy, data transfers, offshoring and the cloud

Corporate hospitality

Ethics, responsibility and social culture

Module C [ LWM80C ]

Bribery and corruption, money laundering and terror financing

Bribery and corruption

-US Foreign Corrupt Practices Act (FCPA)

-UK Bribery Act 2010

-Internationalisation of prohibitions on foreign bribery

Money laundering

-UK Proceeds of Crime Act 2002 offences

-UK Money Laundering Regulations 2007

Terror financing

-UK Terrorism Act 2000 offences

Module D [ LWM80D ]

Regulated industries – compliance and risk management in the financial sector

Introduction to risk management

Approaches to risk management

Governance in banks and how poor governance can cause systemic financial crises

Fraud within the banking sector

Sequence: Module A must be attempted before module B; module B must be attempted before module C; module B must be attempted before module D.

Textbooks:

Miller, G.P. The law of governance, risk management and compliance. (New York: Wolters Kluwer Law & Business, 2014) [ISBN 9781454845447].

Weinstein, S. and C. Wild Legal risk management, governance and compliance. (London: Globe Law & Business, 2013) [ISBN 9781905783946]

These will be despatched to registered students along with the hard copy of the Study Guides. Some readings are already available via the VLE, the Online Library or other internet sources.

Derivatives law

Module A [LWM75A]

Analysing and documenting derivatives transactions

The nature of financial derivatives

The International Swaps and Derivatives Association (ISDA) Master Agreement structure

The provisions of the ISDA master agreement

Issues in the creation of financial derivatives

Module B [LWM75B]

Terminating derivatives transactions

The ISDA termination scheme in outline

Events of default

Termination events

The ISDA termination procedure

Module C [LWM75C]

Legal issues in collateralisation and stock-lending

Taking security under English law

Collateralisation in general terms

Standard market documentation for collateral

Lessons from the local authority swaps cases

Module D [LWM75D]

Credit derivatives and securitisation

Credit derivatives

Securitisation

Stock-lending and repo transactions

Derivatives and the financial crisis

Sequence:
Module A, B and C must be attempted before module D.

Textbooks:
Hudson, A. The law of finance. (London: Sweet & Maxwell, 2009) first edition [ISBN 9780421947306]

International merger control

Module A: [LWM57A]

Introduction to merger control

Concepts and ideas

Economic analysis and market definition

The regulation of merger operations

Multinational enterprises and their concerns

Module B: [LWM57B]

Merger control regimes 1

European Community merger control

European Economic Area merger control

United States merger control

Module C: [LWM57C]

Merger control regimes 2

United Kingdom merger control

Merger control in Germany

Merger control in Canada

Australian merger control

Module D: [LWM57D]

Unilateral, bilateral and multilateral merger control strategies

Unilateral strategy: the doctrine of extraterritoriality

Bilateral strategy

Multilateral strategy

International organisations and bodies.

Sequence:
Module A first.

Textbook:
For Module D of the course only: Maher M. Dabbah, The Internationalisation of Antitrust Policy
(Cambridge: Cambridge University Press, 2003), ISBN: 9780521820790

Law of financial crime

[Please note: this course replaces 'Fraud, corruption and money laundering']

Module A: [LWM17A]

Insider dealing and market abuse

The sources of the law on insider dealing

The EC context of market abuse: insider dealing and market abuse

The purpose of the law on insider dealing, and whether or not insider dealing ought to be
criminalised

Insider dealing offences under Part V of the Criminal Justice Act 1993

The power of regulators

Market abuse regulation

Module B: [LWM17B]

Fraud and market manipulation

The development of the criminal law of fraud

The economic and historical context of the law on abusive practices

Market manipulation offences

Fraud Act 2006 offences

Theft Act 1968 offences

Module C: [LWM17C]

Money laundering

The purpose of money laundering regulation

The international dimension

The context of money laundering regulation

Proceeds of Crime Act 2002 offences

Terrorism Act 2000 offences

Money Laundering Regulations 2007

The efficacy of money laundering regulation

Civil recovery

Module D: [LWM17D]

The nature of the law on financial crime

The sources of the law on financial crime

The objectives of the law on financial crime

The economic and historical context of the law on corruption

The role of information and transparency in financial criminal law

The EC Market Abuse Directive

The role of the regulators in prosecuting criminal offences

The role of criminal law in supporting financial regulation in the UK

Other criminal offences under Financial Services and Markets Act 2000

The underlying objectives of the criminal law in relation to finance

Civil recovery

Sequence:
Module A, B and C must be completed before Module D.

Textbooks:
Alastair Hudson Law of Finance. (London: Sweet & Maxwell, 2009) ISBN: 9780421947306

For Sections C and D of the course only:
Peter Alldridge, Money Laundering Law (Oxford: Hart Publishing, 2003), ISBN: 9781841132648

Law of international finance: syndicated loans

Module A: [LWM66A]

Capital markets, finance and the loan contract

Raising finance, the nature of international finance

The nature of the loan contract and its objectives

The different types of loan contract, the use of security and guarantees, conflict of laws and choice of forum

The loan contract: contractual capacity, formalities, term sheets, commitment letters and mandates, syndication of loans, the model contract, construing the terms of the contract

Module B: [LWM66B]

Terms of the contract Part I

Interest on the loan, adjusting the interest rate

Stipulating the purpose of the loan

Utilisation request

Conditions precedent

Representations and warranties

Module C: [LWM66C]

Terms of the contract Part II

Financial covenants

Asset disposals and change of business clauses

Negative pledge clause

Module D: [LWM66D]

Syndicate management and loan transfer

Syndicate management, the duties and rights of the arranger and agent banks

Transferring the rights and obligations under a loan contract

Sequence:
The modules must be attempted in order.

Law of international project finance

Module A: [LWM78A]

Loan facilities

Term sheets and commitment letters

The overall structure and contents of a loan facility agreement (based on the standard (Loan Market Association) form of loan agreement)

Financial and operative provisions; issues arising from the 2012 LIBOR scandal

Implications of a wrongful refusal to lend

Conditions precedent

Representations and warranties

Covenants and undertakings

Events of default and acceleration

Module B: [LWM78B]

An introduction to project finance

Approaching legal issues in a project finance structure

Outline of a typical project finance structure (parties and their objectives, contractual framework and typical project financing steps)

Sources of funding

Export credit agencies and multilateral development banks

The license and state aid issues

Module C: [LWM78C]

Risk identification, allocation and mitigation in project finance transactions

Cross-border risks

Commercial risks

Risk allocation in project documentation

Insurance issues

Module D: [LWM78D]

Project finance documentation

Negotiating finance documents

Sponsor support, security and related issues

Construction contracts

Operation and maintenance agreements

Offtake sales contracts

Direct agreements

Sequence:
Module A first

Textbook:
Scott L. Hoffman, The Law and Business of International Project Finance 3rd ed (Cambridge University Press, 2007), ISBN: 978-0521708784

Law on investment entities

Module A: [LWM77A]

The legal nature of investment entities

The meaning of "investment": speculative, social and collective investment

The concept of "risk" in investment law

Trusts as investment entities

The predication of all investment entities on concepts of contract and property

Principles of portfolio management and their legal aspects

Acquisitions investment

Module B: [LWM77B]

Collective investment schemes

The European Community Undertakings for Collective Investment in Transferable Securities (UCITS) Directive

The legal nature of a unit trust

The legal nature of an open-ended investment company

The regulation of collective investment schemes

Module C: [LWM77C]

Communal investment schemes

The history of communal investment models

Friendly societies

Cooperative investment models

The legal inter-action of members of communal investment schemes

The legal nature of investors' rights in such entities

The regulatory context of retail investment services provision

Public sector investment models

Module D: [LWM77D]

Investor protection

The fundamentals of financial regulation in the UK

The effect of the Markets in Financial Instruments Directive (MiFID)

The conduct of business regulation

The regulation of financial promotion

The interaction between regulation and substantive law on investor protection

Sequence:
The modules must be attempted in order.

Textbooks:
Textbook details TBC.

Private international law in international commercial litigation

Note: This course does not cover family law or the law of succession.

Module A: [LWM67A]

Introduction to private international law in international commercial litigation

History of private international law

The individualist theories of private international law

The state theories of private international law

The economic theories of private international law

Module B: [LWM67B]

Jurisdiction and competence of courts in private international law

Introduction to the jurisdiction and competence of courts

The Brussels Regulation (No. 44/2001) system

The traditional rules of jurisdiction in England and Wales

The rules and restrictions on jurisdiction in the United States

Insolvency under Regulation (EC) No. 1346/2000

Module C: [LWM67C]

Applicable law in private international law

Introduction to applicable law

Rome I Regulation and the Rome Convention

Rome II Regulation

Other choice of law rules in England and Wales

The rule for applicable law under the Insolvency Regulation

Choice of law in the United States.

Module D: [LWM67D]

Recognition and enforcement of judgments in private international law

Introduction and considerations for the enforcement of foreign judgments

The recognition and enforcement of judgments under the Brussels Regulation

Other European regimes

The enforcement of judgments in England and Wales

The approach of the United States to the enforcement of judgments

Sequence:
Module A first.

Textbooks:
Cheshire, North & Fawcett, Private International Law 14th edition (Oxford University Press: Oxford, 2008), ISBN: 978-0199284382

Hay, P., P. J. Borchers and S. C. Symeonides Conflict of laws (St. Paul, MN: Thomson/West, 2010) 5th edition ISBN 9780314911605

Private law aspects of the law of finance

Module A [LWM69A]

Fiduciary liability in finance

The basis of financial regulation in the United Kingdom

The nature of fiduciary liability

The significance of fiduciary liability in financial transactions

Liability in relation to conflicts of interest and firm’s profits

Conduct of business regulation

Standards of “integrity” in regulation and fiduciary liabilities of “good conscience”

Module B [LWM69B]

Stranger liability in finance

The nature of stranger liability

Liability for dishonest assistance in a breach of fiduciary duty

Liability for knowing receipt of property resulting from a breach of fiduciary duty

Attribution of knowledge and dishonesty of traders to financial institutions

Taking objective notions of honesty, knowledge, etc., from regulation

Case law on reasonable commercial behaviour and stranger liability

Module C [LWM69C]

Issues in the creation of financial contracts

Case law on mistake in the creation of complex financial contracts

The use of master agreement structures in many financial markets

Conditions and warranties in standard market contracts

Exclusion of liability

Module D [LWM69D]

Suitable conduct and unconscionable conduct in financial transactions

Undue influence in financial transactions

Appropriate treatment of clients in forming contracts under conduct of business regulation

Misrepresentation in financial transactions

Unfair contract terms.

Sequence:
Module A must be attempted before module B,C or D.

Textbook:
Textbook details TBC.

Securities law

Module A [LWM71A]

The foundations of securities regulation

The Lamfalussy Process for creating European Union (EU) securities regulation

The EU securities directives

The general EU financial services directives as they apply to securities transactions

Implementation in the United Kingdom

Module B [LWM71B]

Prospectus and transparency regulation of securities

The core significance of information in securities regulation

The economic objectives of prospectus and transparency obligations

“Offers of securities to the public”

Prospectus regulation

Transparency obligations regulation

The duty of disclosure in prospectuses

Module C [LWM71C]

Liability for misstatements in a prospectus

The common law on obligations to make disclosure in prospectuses

The tort of negligence

Negligence and takeovers

Negligence and sales of securities in the after-market

Financial Services and Markets Act 2000, s.90

Fraudulent misrepresentation (the tort of deceit)

Module D [LWM71D]

The Listing Rules and the Model Code

The Listing Process

The six Listing Principles

Admission to listing

Maintenance of listing

Discontinuance of listing and censure

Sequence:
Module A must be attempted before section B; section A must be attempted before section
C; section A must be attempted before section D.

Textbooks:
Alastair Hudson, The law of finance (London: Sweet & Maxwell, 2009), ISBN 9780421947306

Extracts from Alastair Hudson, Securities law (London: Sweet & Maxwell, 2008), ISBN 9781847033291

View more Securities Law videos on the LLM YouTube channel